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sustainability & governance
Annual Report 2017
49
statement on corporate governance
• Reviewed the Audit Planning Memorandum for the year ending 31 March 2017.
• Recommended the final dividend for financial year ended 31 March 2016.
• Approved the interim dividend for financial year ended 31 March 2017.
• Noted the minutes of Board Committees and Heads of Divisions meetings on a quarterly basis.
• Noted the reports on dealings by Directors and Principal Officers in the Company’s securities.
While theBoard retains full responsibility for guiding andmonitoring theCompany indischarging its responsibilities, it delegates
the performance of certain of its functions to the Board Committees, which provide the Board with recommendations and
advice. The Board has established Board Committees, namely the Audit Committee, Risk Management Committee,
Nomination and Remuneration Committee to assist the Board in the discharge of its stewardship. These Board Committees
operate within clearly defined terms of reference and have the authority to examine specific issues within their respective
terms of reference as approved by the Board and report their proceedings and deliberations to the Board. The ultimate
responsibility for decision making, however, lies with the Board.
As foreshadowed above, the Board had during the year, reviewed and approved the expansion of the Nomination
and Remuneration Committees’ functions respectively to also include advising the Board on all matters pertaining to
remuneration, recruitment and performance evaluation of subsidiary directors and senior management. The revised
functions are put in place to align the Group with better governance practices as well as ensuring long term sustainability
of key managerial persons within the Group and create competitive advantage.
Subsequently, on 24 May 2017, the Board resolved to combine the Nomination Committee and Remuneration Committee
into a single Nomination and Remuneration Committee (“NRC”) with effect from the said date.
The roles and responsibilities of the Board are formalized in a Board Charter which is available in the Investor Relations
section of the Company’s website at
www.fimacorp.com.
1.3 Code of Conduct
The Board is guided by company laws and the Code of Ethics for Company Directors issued by the Companies Commission
of Malaysia in discharging its responsibilities.
The Code of Ethics provides guidance for proper standards of conduct and sound and prudent business practices as well
as standard of ethical behaviour for Directors, based on principles of integrity, responsibility, sincerity and corporate social
responsibility.
A Whistle Blowing Policy is also in place, which seeks to foster an environment of integrity and ethical behavior. It provides
an avenue for raising concerns related to possible improprieties in matters of financial reporting, compliance and other
malpractices, in an appropriate manner and without fear of retaliation. All whistle-blowing reports are addressed to the
Senior Independent Director of the Company.
The Board Charter and Whistle Blowing Policy are available in the Company’s website at
www.fimacorp.com.